SPR Spirit Aerosystems Holdings Inc

 

As filed with the Securities and Exchange Commission on May 7, 2024

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

Spirit AeroSystems Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)   3801 South Oliver Wichita, Kansas (Address of Principal Executive Offices)

20-2436320 (I.R.S. Employer Identification No.)       67210 (Zip Code)

 

 

AMENDED AND RESTATED SPIRIT AEROSYSTEMS EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

 

 

Mindy McPheeters

Senior Vice President, General Counsel & Corporate Secretary

Spirit AeroSystems Holdings, Inc.

3801 South Oliver

Wichita, Kansas 67210

(316) 526-9000

(Name, address and telephone number, including area code, of agent for service)

 

Copies to:

Katherine Terrell Frank

Vinson & Elkins L.L.P.

2001 Ross Avenue, Suite 3900

Dallas, Texas 75201

(214) 220-7860

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934.

 

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933. ¨

 

 

 

EXPLANATORY NOTE

 

At the 2024 annual meeting of stockholders of Spirit AeroSystems Holdings, Inc. (the “Company” or the “Registrant”), the Company’s stockholders approved an amendment (the “2024 Amendment”) to the Amended and Restated Spirit AeroSystems Employee Stock Purchase Plan (the “ESPP”), to increase the maximum number of shares of the Company’s Class A Common Stock, $0.01 par value per share (“Common Stock”) that may be issued under the ESPP to 4,500,000.

 

The Registrant is filing this Registration Statement on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 3,500,000 shares of Common Stock that may be issued pursuant to the ESPP, which are available as a result of the 2024 Amendment. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 with respect to the ESPP (Registration No. 333-220358) (the “Original Registration Statement”), filed with the Securities and Exchange Commission on September 6, 2017, including the information contained therein, are hereby incorporated by reference to this Registration Statement, except that the provisions contained in Part II of the Original Registration Statement are modified as set forth in this Registration Statement.

 

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of this registration statement will be sent or given to participants in the ESPP, as specified by Rule 428(b)(1) promogulated under the Securities Act.

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

 

The following documents are incorporated herein by reference:

 

a)

the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”);

 

b)

the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 28, 2024;

 

c)

the Registrant’s Current Reports on Form 8-K filed on February 27, 2024 (Item 5.02 only),  April 23, 2024 and April 29, 2024; and

 

d)

the description of the Registrant’s Common Stock contained in the Registrant's Registration Statement on Form 8-A filed on November 16, 2006, Exhibit 4.2 to the Registrant’s Form 10-K, and any amendment or report filed for the purpose of updating such description.

 

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

ITEM 4. DESCRIPTION OF SECURITIES

 

Not required to be filed with this Registration Statement pursuant to General Instruction E to Form S-8.

 

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

 

Not required to be filed with this Registration Statement pursuant to General Instruction E to Form S-8.

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

The Registrant is incorporated under the laws, as amended, of the State of Delaware. Under Section 145 of the Delaware General Corporation Law (the “DGCL”), a corporation may indemnify its directors, officers, employees and agents and its former directors, officers, employees and agents and those who serve, at the corporation’s request, in such capacities with another enterprise, against expenses, including attorneys’ fees, as well as judgments, fines and settlements in nonderivative lawsuits, actually and reasonably incurred in connection with the defense of any action, suit or proceeding in which they or any of them were or are made parties or are threatened to be made parties by reason of their serving or having served in such capacity. The DGCL provides, however, that such person must have acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of a criminal action, such person must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the DGCL does not permit indemnification in an action or suit by or in the right of the corporation, where such person has been adjudged liable to the corporation, unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity for costs the court deems proper in light of liability adjudication. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.

 

Both the Registrant’s certificate of incorporation and its by-laws provide for the elimination of personal liability of its directors and the indemnification of its directors and officers, each to the fullest extent permitted by the DGCL. The Registrant has entered into indemnification agreements with certain of its directors and officers that may require the Registrant, among other things, to indemnify such officers and directors against certain liabilities that may arise by reason of their status or service as directors, officers or employees of the Registrant and to advance the expenses incurred by such parties as a result of any threatened claims or proceedings brought against them as to which they could be indemnified. The Registrant’s directors and officers are also covered by insurance policies maintained against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act or the Exchange Act.

 

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

 

Not required to be filed with this Registration Statement pursuant to General Instruction E to Form S-8.

 

 

ITEM 8. EXHIBITS

 

Exhibit  Number		Description
4.1		Third Amended and Restated Certificate of Incorporation of Spirit AeroSystems Holdings Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2017).
4.2		Tenth Amended and Restated Bylaws of Spirit AeroSystems Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2023).
4.3		Specimen Copy of Spirit’s Class A Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Amendment No. 5 to Form S-1 (Commission File No. 333-135486) filed on November 17, 2006).
5.1		Opinion of Vinson & Elkins L.L.P.
23.1		Consent of Ernst & Young LLP.
23.2		Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 herein).
24.1		Power of Attorney (included on the signature page of this Registration Statement).
99.1		Amended and Restated Spirit AeroSystems Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29, 2024).
107		Filing Fee Table.

 

ITEM 9. UNDERTAKINGS

 

Not required to be filed with this Registration Statement pursuant to General Instruction E to Form S-8.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wichita, State of Kansas, on May 7, 2024.

 

	SPIRIT AEROSYSTEMS HOLDINGS, INC.
	By:	/s/ Mindy McPheeters
	Name:	Mindy McPheeters
	Title:	Senior Vice President, General Counsel and Corporate Secretary

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Mark J. Suchinski and Mindy McPheeters or either one of them, his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Patrick M. Shanahan Patrick M. Shanahan		Director, President and Chief Executive Officer (Principal Executive Officer)		May 7, 2024
/s/ Mark J. Suchinski Mark J. Suchinski		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		May 7, 2024
/s/ Damon Ward Damon Ward		Vice President and Corporate Controller (Principal Accounting Officer)		May 7, 2024
/s/ Robert D. Johnson Robert D. Johnson		Director, Chairman of the Board		May 7, 2024
/s/ Stephen Cambone Stephen Cambone		Director		May 7, 2024
/s/ Jane P. Chappell Jane P. Chappell		Director		May 7, 2024
/s/ Irene M. Esteves Irene M. Esteves		Director		May 7, 2024
/s/ William Fitzgerald William Fitzgerald		Director		May 7, 2024
/s/ Paul Fulchino Paul Fulchino		Director		May 7, 2024
/s/ Ronald T. Kadish Ronald T. Kadish		Director		May 7, 2024
/s/ John L. Plueger John L. Plueger		Director		May 7, 2024
/s/ James Ray, Jr. James Ray, Jr.		Director		May 7, 2024
/s/ Laura H. Wright Laura H. Wright		Director		May 7, 2024

 

 

 

Exhibit 5.1

 

 

 

May 7, 2024

 

Spirit AeroSystems Holdings, Inc.

3801 South Oliver

Wichita, KS 67210

 

Ladies and Gentlemen:

 

We have acted as counsel for Spirit AeroSystems Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 3,500,000 shares of the Company’s Class A Common Stock, $0.01 par value per share (the “Common Stock”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2024, which Common Stock may be issued from time to time in accordance with the terms of the Amended and Restated Spirit AeroSystems Employee Stock Purchase Plan (as amended from time to time, the “Plan”).

 

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

 

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Common Stock will be issued in accordance with the terms of the Plan.

 

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Common Stock have been duly authorized and, when the Common Stock are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Common Stock will be validly issued, fully paid and non-assessable.

 

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

 

This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

 

Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London Los Angeles New York Richmond Riyadh San Francisco Tokyo Washington

Trammell Crow Center, 2001 Ross Avenue, Suite 3700 Dallas, TX 75201-2975 Tel +1.214.220.7700 Fax +1.214.220.7716 www.velaw.com

 

 

Page 2

 

	Very truly yours,
	/s/ Vinson & Elkins L.L.P.
	Vinson & Elkins L.L.P.

  

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Spirit AeroSystems Employee Stock Purchase Plan of Spirit AeroSystems Holdings, Inc. of our reports dated February 22, 2024, with respect to the consolidated financial statements of Spirit AeroSystems Holdings, Inc. and the effectiveness of internal control over financial reporting of Spirit AeroSystems Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Wichita, Kansas

 

May 7, 2024

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

Registration Statement Under

The Securities Act Of 1933

(Form Type)

 

Spirit AeroSystems Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1 – Newly Registered Securities
Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)(2)	Proposed Maximum Offering Price Per Unit (3)	Maximum Aggregate Offering Price (3)	Fee Rate	Amount of Registration Fee
Equity	Class A Common stock, $0.01 par value per share	Rule 457(c) and Rule 457(h)	3,500,000	$32.20	$112,700,000	0.00014760	$16,634.52
Total Offering Amounts					$112,700,000		$16,634.52
Total Fee Offsets							—
Net Fee Due							$16,634.52

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement on Form S-8 (the “Registration Statement”) to which this exhibit relates shall also cover any additional shares of the Class A Common Stock, $0.01 par value per share (“Common Stock”), of Spirit AeroSystems Holdings, Inc. (the “Registrant”) that become issuable with respect to the securities identified in the above table by reason of any stock dividend, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

 

	(2)	Represents shares of Common Stock subject to issuance in connection with the Amended and Restated Spirit AeroSystems Employee Stock Purchase Plan.
	(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act. The offering price and the registration fee are based on the average of the high and low prices of shares of Common Stock of the Registrant, as reported on the New York Stock Exchange on April 30, 2024.

 

 

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